POSCO : The Results of the 56th Ordinary General Meeting of Shareholders - Form 6-K

©  Agenda 1 : Approval of Financial Statements for the 56^th FY

(From January 1, 2023 to December 31, 2023)

(Year-end dividend per share : KRW 2,500)

Total Assets

100,945,394 million 

51,646,198 million 

Total Liabilities

Share Capital

482,403 million 

482,403 million 

Total Equity

Sales

77,127,197 million 

1,454,079 million 

Operating Profit

Net Profit

1,845,850 million 

799,578 million 

Net Profit per Share

Details

1. Annual Dividend per Share (KRW)

- Year-End Dividend (KRW)

- Quarterly Dividend (KRW)

2. Dividend Yield Ratio (%)
( = Annual Dividend per Share / Market Price)

Agenda 2: Partial Amendments of the Articles of Incorporation

Article 45. Special Committees

① The Company shall have special committees under the control of the Board of Directors as follows:

1.  ESG Committee;

2.  Director Candidate Recommendation Committee;

3.  Evaluation and Compensation Committee;

4.  Finance Committee;

5.  Audit Committee.

Article 45. Special Committees

① The Company shall have special committees under the control of the Board of Directors as follows:

1.  ESG Committee;

2.  Director Candidate Recommendation Committee;

3.  Evaluation and Compensation Committee;

4.  Finance Committee;

5.  Audit Committee;

6.  CEO Candidate Pool Management Committee

Article 29. Appointment of the CEO and the Representative Director

① By resolution of the Board of Directors, the CEO and the Representative Director shall be elected from among the Inside Directors after his qualification is approved by the CEO Candidate Recommendation Committee.

② In the event a candidate for the position of Inside Director is nominated as the CEO and the Representative Director candidate and approved by the CEO Candidate Recommendation Committee, the Board of Directors shall recommend the name of one (1) CEO and the Representative Director candidate at the General Meetings of Shareholders. Where the CEO and the Representative Director candidate is appointed as an Inside Director at General Meetings of Shareholders, the Board of Directors shall appoint the CEO and the Representative Director candidate as the CEO and the Representative Director.

③ Details concerning the composition and operation of the CEO Candidate Recommendation Committee shall be determined by the Board of Directors.

Article 29. Appointment of the CEO and the Representative Director

① By resolution of the Board of Directors, the CEO and the Representative Director shall be elected from among the Inside Directors after his qualification is approved by the CEO Candidate Recommendation Committee.

② In the event a candidate for the position of Inside Director is nominated as the CEO and the Representative Director candidate and approved by the CEO Candidate Recommendation Committee, the Board of Directors shall recommend the name of one (1) CEO and the Representative Director candidate at the General Meetings of Shareholders. Where the CEO and the Representative Director candidate is appointed as an Inside Director at General Meetings of Shareholders, the Board of Directors shall appoint the CEO and the Representative Director candidate as the CEO and the Representative Director.

③ Details concerning the composition and operation of the CEO Candidate Recommendation Committee shall be determined by the Board of Directors.

To ensure consistency in rules and terminology across the AoI and internal regulations

Revisions contain changes in Korean terminology that does not impact the English language terminology.

ADDENDA (March 21, 2024)

The amended Articles of Incorporation shall be effective from the date on which they are approved by the resolution at the Ordinary General Meeting of Shareholders for the 56th fiscal year.

Agenda 3: Election of Inside Directors

Number of Outside Directors to be Elected: 4 Directors

Agenda from 3-1 to 3-4 is approved by the 56^th Ordinary General Meeting of Shareholders as proposed.

Name/

Agenda

Chang, In-Hwa

(3-1)

March 2021 ~ Present

Senior Corporate Advisor, POSCO

January 2011 ~ March 2014

Jeong,

Ki-Seop

(3-2)

January 2023 ~ Present

CSO of Chief Strategy Office, President of POSCO HOLDINGS INC.

2012

Kim,

Jun-Hyung

(3-3)

February 2024 ~ Present

Chief, Green Materials & Energy Business Office, POSCO HOLDINGS INC.

March 2013

Kim,

Ki-Soo

(3-4)

February 2024 ~ Present

Head of New Experience of Technology Hub, Group CTO, Senior Executive Vice President, POSCO HOLDINGS INC.

Agenda 4: Election of Outside Directors

Number of Outside Directors to be Elected: 2 Directors

Agenda from 4-1 to 4-2 is approved by the 56^th Ordinary General Meeting of Shareholders as proposed.

Name/

Agenda

Yoo,

Young-Sook

(4-1)

January 2020 ~ Present

Chairperson of the Board(non-permanent), Climate Change Center

February 2014 ~

January 2021

2014

Board Member(non-permanent), Research Institute of Industrial Science & Technology

Co-President, Climate Change Center

2007 ~ October 2009

Kwon, Tae-Kyun 

(4-2)

December 2015 ~ June 2021

Senior Advisor, Yulchon LLC.

1992

Agenda 5: Election of Outside Director to Serve on the Audit Committee

Number of Outside Director to be Elected: 1 Director

Agenda 5 is approved by the 56^th Ordinary General Meeting of Shareholders as proposed.

Name/

Agenda

Park,

Sung-Wook

Chairman, National Academy of Engineering of Korea

(NAEK)

Member, National Academy of Engineering of Korea

(NAEK)

Semiconductor R&D Center, Hyundai Electronics Co., Ltd

Agenda 6: Approval of Director Remuneration Limit (FY2024)

Agenda 6 is approved by the 56^th Ordinary General Meeting of Shareholders as proposed.

The director remuneration limit (to be approved) in the FY 2024:

KRW 10.0 billion

The ceiling amount (approved) of the total remuneration in the FY 2023:

KRW 10.0 billion